The Kinky Challenge
by ValinNight
Summary: Mirajane and Erza challenge each other to do a dare in their Take Over and Armor... but the problem is they have no idea who would be up for helping them out. Just then Natsu walks in... what's about to happen?


The Kinky Challenge

Natsu x Mirajane x Erza

Mirajane and Erza challenge each other to do a dare in their Take Over and armor... but the problem is they have no idea who would be up for it. Just then Natsu walks in... what's about to happen?

**WARNING: VERY LARGE KINKY LEMON INCOMING**

* * *

"Hmm... what should we do...?" Erza sighed. Erza Scarlet is a petite woman with luscious curves and a beautiful body... her hair red as roses and her armor always shiny and ready for battle. Erza sat there at the wooden yet smooth looking bar in the Fairy Tail guild hall that day.

Mirajane was manning the bar and everyone was just doing their normal day to day things.

Cana was drinking... Gray was stripping... Juvia was eyeing Gray... Macao and Wakaba were checking out all of the women that wouldn't beat them up to a pulp.

"It's a boring day isn't it?"

Erza looked up from where she had rested her forehead against the smooth wooden bar and saw Mirajane looking at her with her precious smile.

"Yeah... Natsu isn't here so there's nothing going on." Erza sighed as she rested her head on her left hand and sighed once again. That day Erza Scarlet was truly bored, Natsu usually kept things lively and fun at the guild.

"Hmm... we should do a challenge like we used to do when we were young." Mirajane giggled over the thought. She was standing there in her regular pink dress and pink high heels. Her white snowy hair was up and she had a white cleaning rag in her hand from cleaning freshly used beer cups.

"Sadly that actually sounds interesting." Erza giggled as she knew that it would end up with a huge brawl or something worse happening. Her gut was already saying to stop what she was doing.

"Wow. I can't believe you said that, you always say no." Mirajane giggled with Erza, even though they were once enemies and rivals they were still best friends.

"I know..." Erza sighed and breathed as she begun to think of a good challenge. "Any ideas for a challenge?" Erza asked as she looked at Mirajane who had a hand resting over her large assets and keeping her head up. Mirajane was also thinking.

"Not really..." Mirajane sighed as well. "I mean there's fighting... drinking... punishing... fun in bed... pranking... starting fights... daring... there's a lot of things. But we've already done a lot of it as well." Mirajane informed Erza as she begun to rattle off things.

"Fighting we've done too much of... drinking, neither of us are big drinkers... punishing, well that could be fun. Fun in bed? I don't even know what you mean by that, pranking is more of Natsu and Gray's kind of thing and same for starting fights." Erza replied as she explained her reasons. There were plenty of reasons why some of those wouldn't work and some of them they had already done in the past.

"True... also fun in bed? Think for a moment, I'll give you a hint. No clothing." Mirajane explained to Erza as she helped give her a nice hint of what she meant.

Erza quickly took in the words and used her brain to think about it. As she thought more about it, her cheeks began to become red as she realized what she meant.

"Yup... now you know what I mean." Mirajane cooed as she used her finger to poke Erza's red cheeks.

"Are you kidding me?" Erza whispered in a hushed voice as she didn't want anyone to hear about that idea of Mirajane's.

"Of course... there a lot of things we could do with it. Who can last the longest, who can make the guy cum the most... maybe even how long we could last... ooh! I know!" Mirajane informed Erza as she watched Erza become redder and redder. "How about we test to see what happens if we use our magic during sex." Mirajane offered with a bit of excitement in her voice as her baby blue eyes sparkled.

"And we now all know why we don't share our sex life with you... and I thought I was the pervert here... I read all those smutty novels." Erza sighed and began to think of Mirajane's idea. "I can't believe I'm going to say it, but I'm curious as well. What's it going to do to us?" Erza asked Mirajane.

"Hmm... well then that's the challenge. Have sex with someone while using our magic. Also hey... a girl has to do what a girl has to do so. It's not like either of us has much of a sex life." Mirajane replied to Erza as she whispered to make sure no one heard her.

"Yeah... tell me about it, ugh I agree... we need to put down some rules before I shake to it though." Erza replied.

"Ok... some rules... we need to be in the same room as each other... while the guy is fucking us we must be using our magic..." Mirajane began to announce some rules.

"Three... we must last and go through three types of your take-overs and my requips." Erza told Mirajane as she explained another rule to her.

"Interesting... I like it. But... we do have one large problem." Mirajane announced to Erza.

"Problem, what would be the problem?" Erza asked.

"Which guy are we actually going to allow to fuck us and pop both of our cherries. I don't know about you but I'm not just going to let any stranger take my virginity and have sex with him." Mirajane explained. "I hope we can find a guy who's strong, charming, has lots of stamina... also who won't see us differently after it." Mirajane sighed as she thought over her dream guy.

"Ugh... well this challenge is a dud." Erza sighed as she banged her head against the wooden bar. Mirajane sighed with her as she leaned again the bar and rested her own head against the bar.

**_Boom!_**

"Hey! Ice stripper, let's go!"

"Shut up flame brain, you can't just come in here and think I will fig-." Gray began to yell back at Natsu but was stopped by Natsu's flaming fist as the fire mage ran up to him and punched him in his gut.

"Now it's on!" Gray yelled and punched Natsu back as they began to brawl.

"Looks like Natsu is back and is already starting a fight." Mirajane giggled as she poked her head up and watched Natsu and Gray fight.

"Sheesh... Natsu and his crazy stamina... we just got back from a job and he's already fighting again." Lucy sighed. She walked in the guild and saw Natsu and Gray already wrecking wooden tables and chairs.

"Hey Lucy, how was the job with Natsu?" Erza asked as she watched Lucy walk up to her and started a conversation.

"Good... was only minimal damage so we still got a good amount of payment." Lucy explained. "So what're you up to?" Lucy asked after she saw Mirajane and Erza looking bored.

"Nothing... it's a lazy day." Mirajane replied with Erza agreeing.

"Alright well then I'm heading home, I've got a bit if writing to catch up to." Lucy told Mirajane and Erza as she quickly left the guild to head home to her apartment.

"Hey that hurt!" Gray screamed as everyone watched Natsu deck Gray in his face as they continued to fight.

"Charming... yes. Strong? Yes. Stamina... yes." Mirajane began to whisper as she watched Natsu fight and roll around with Gray as they tried to see who was stronger.

"What are you muttering about?" Erza asked as she looked at Mirajane and heard her muttering about random things.

"Hey... if we can find our dream guy... Could we do the challenge?" Mirajane asked as she raised her right eye brow up. The more she stared at Natsu, the more she realized Natsu was perfect for her and her needs.

"I think so... who do you have in mind?" Erza asked as she became curious.

"I know this sounds weird and all as he's almost like a brother to us but... what do you think about Natsu?" Mirajane questioned as her blue eyes stared off at the fighting Natsu. Steam was spilling off of him as he fought with Gray.

"Natsu... Natsu... Natsu?" Erza mumbled as she stared off into space. Her mind was trying to wrap around the thought that her first sexual experience might be with Natsu and also that it wasn't a bad idea. It wasn't like Natsu was bad looking; in all honesty she thought that he looked like a god but one with a pig's brain.

"Yes..." Erza squeaked as she sighed and gave in.

"Yes... as in yes?" Mirajane asked with huge grin.

"Yes, as in I accept the challenge, the man will be Natsu. It's time for us to become women and I can finally make you lose." Erza told Mirajane as she smirked at her and stood up.

"Oh Natsu..." Mirajane cooed as she looked at Natsu once again and dropped her dirty rag on the wooden counter. Mirajane walked over to where Natsu was still fighting and got her thoughts ready.

"Yeah?" Natsu asked as he pushed Gray away from himself and got up off the wooden dirty floor. He quickly brushed some dirt from his trousers and looked into Mirajane's luscious blue eyes.

"So... Erza and I have a game we want to play." Mirajane began to announce. "But... sadly we need a third person to play with us." Mirajane sighed after as she looked down at the floor and began to play with her white snowy hair.

"Game? What kind of game?" Natsu asked as his eyes opened wide and Mirajane could see the fire in them as she looked back up at him. Natsu was never one to back down from a challenge.

"A very fun game... I'll explain it to you when we leave to go play it." Mirajane replied as she demonically laughed inside her head. Her quick thinking plan worked and had Natsu wrapped around her fingers. "Now come on... let's get to my house." Mirajane offered as she started walking towards the large brown painted wooden doors of Fairy Tail's main guild hall.

"Alright, let's go! I'm gonna win!" Natsu yelled as he burst out running after her and became pumped up.

"Natsu... you really do have a pig's brain." Erza sighed after watching Mirajane's plan work and getting Natsu to follow her back to her house. She quickly sighed once again and got up from the bar stool to follow Mirajane back to her house with Natsu.

* * *

"So we're playing the game at your house?" Natsu asked as he walked into the Strauss family home. The house was a fairly large house which was two stories tall. The first thing that they saw as they walked into the living room was the stairs to the upper rooms straight ahead of them.

"Of course... the game we're playing is a bit private. We're going to be setting up in my room." Mirajane replied with her heartwarming smile as she looked at Natsu and then looked ahead as she walked up the white carpet stairs.

"Alright..." Natsu agreed, he was still excited and couldn't care where they would play this private game. Winning was all he wanted to do. As they walked up the stairs he looked around and saw that the house hadn't changed much in the past few years, even with Lisanna back home. The hallway was still a plain white painted hallway with family and friend pictures down it. There were 4 doors; three of them had names painted on them.

The first door to the left that Natsu passed had the name Elfman on it, the first door on the right had Lisanna on it, and the door they were approaching had Mirajane painted pink on it.

"Natsu why don't you sit on the bed while Erza and I get the game ready?" Mirajane offered Natsu as she stopped and gestured towards her bed. Once Mirajane saw Natsu sit on the bed she quickly grabbed Erza by her hand and pulled her into another wooden door to the side of the room. Once they were in they quickly closed it and sighed.

"Mira's room is interesting..." Natsu whispered aloud as he looked around. The bed he was sitting on was full on pink, from the sheets to the comforter. Luckily the bed was a king sized bed with again a white carpet of the ground. All around the room was a few wooden bookshelves with books on them, picture frames, and random girly things.

"First part complete... now to land the last part." Mirajane whispered aloud as she looked at the sighing Erza.

"Yeah... the hardest part." Erza replied as she began to think with Mirajane. "Well... I think we have two ways of doing this." Erza told Mirajane.

"What're those?" Mirajane asked as she leaned against the small counter in the room they were in. The room that they were in was a bathroom with a connected closet in it.

"One... we could force Natsu, aka hold his hands down and just start. Two we can ask him." Erza offered her two suggestions to Mirajane.

"Hmm... number two would take even longer... one sounds better." Mirajane giggled as she let a small bit of her demonic side out.

"Alright... so we need a plan for that." Erza announced.

"Easy... get in there with only our panties on. You grab Natsu and hold him to the bed; I'll start working on him." Mirajane announced her plan.

"Hey... how's that fair to me? You're getting all the action." Erza told Mirajane as she pointed at her.

"It's not... but you're too shy. Because of that you're not daring and would take forever to get started. Do remember, neither of us have experience with this nor and we only have fooled around with it ourselves, not with a male..." Mirajane replied with a smile as she knew she had won that fight. She quickly brought both of her arms to her back and began to unzip her pink dress.

"Damn you..." Erza sighed. "**Requip**..." Erza then muttered as her armor and clothing disappeared. All Erza has left on was her pair of white panties.

"Cheater..." Mirajane told Erza as she watched her change quickly. Mirajane was just finishing taking her white lacy bra off and now was in her black panties.

"So... before we start, let's go over the challenge and how to win." Erza announced to Mirajane.

"Easy... whoever lasts through three changes of being fucked wins? If we both make it, we'll decide after." Mirajane explained to Erza. "Agreed?" Mirajane asked.

"Agreed... I can't believe we're about to do this." Erza muttered and started to walk towards the wooden door of the bathroom.

"Uh... what are you two doing?" Natsu asked as he looked over and saw the wooden door in Mirajane's room open. Erza and Mirajane walked out and for some reason they were only wearing their panties, and nothing else. Their large luxurious breasts were out and open to see as they bounced up and down.

"Like we said... we're playing a game." Mirajane smirked as she demonically smiled at Natsu and continued to walk towards him. As she got near him Natsu tried to back up but felt someone behind him, she watched Natsu look behind him and notice how Erza began to hold him down.

"Mira... Erza..." Natsu muttered as he became confused as to what these two were doing. He watched Erza pull him down and force him on his back. Erza placed her hands on Natsu's chest which was clothed with his signature vest as he held him down.

"What? I thought you wanted to play the game as well?" Mirajane asked as she stopped right above Natsu's manhood and smiled at him while she licked her lips.

"I do... but what is the game?" Natsu asked as he looked at Mirajane. She was now for some reason starting to grip his trousers and pull them down slowly. "Um... Mira... you shouldn't do that." Natsu muttered but it was too late, Mirajane pulled down Natsu's trousers and boxers far enough and his erection sprung free.

"Oh my..." Mirajane whispered as Natsu's erection sprang up in front of her and now stood tall before her.

"Guess Natsu was a good choice..." Erza giggled as she looked down at Natsu's erection. She was impressed over his size and she could feel her panties becoming wet very quickly.

"So this is it... I have no idea how this is supposed to fit inside of us, but we'll see." Mirajane giggled as well as she brought her hand to Natsu's erection and began to stroke it. "It feels so soft and warm... but yet it's so hard and smells interesting." Mirajane muttered as she held and squeezed Natsu's erection, she even brought it to her nose and sniffed it.

"Mira... stop." Natsu muttered in pleasure. As Mirajane moved and played with Natsu's erection she was actually giving pleasure to the pink haired dragon slayer.

"So... while Mira gets you ready I'll explain what's going on." Erza sighed as she watched Mirajane, she really wanted to start. "So... basically me and Mira have challenged each other. Our challenge was to find out and to see if we could last three rounds of sex and what our magic would do to us during sex." Erza informed Natsu.

"Ok? What does that have to do with me?" Natsu moaned as she continued to stare at Mirajane. She was exploring and now cupping his balls as she breathed on his erection.

"Natsu... we basically need you to fuck us." Erza replied to Natsu as she gave him a straight answer.

"While taking our virginities." Mirajane added as she smiled at Natsu and Erza.

"Miraaa..." Natsu moaned as he looked at her and saw what she was doing.

"Let's get you ready to start." Mirajane announced and both Natsu and Erza watched Mirajane open her mouth, Mirajane placed Natsu's erection in her mouth as she began to suck it.

"Mira..." Natsu moaned as he pushed his back against the pink bed and all he could do is let the pleasure take over his body.

"He's enjoying that..." Erza giggled as she watched Natsu moan in pleasure and Mirajane suck on Natsu's erection. Mirajane was swirling her tongue around Natsu's erection as she continued to bring pleasure to Natsu.

"Tell me about it." Mirajane giggled as she took Natsu's erection out of her mouth with a pop and started to move herself over him.

"So... Natsu. You've got to tell us who feels better once we're done, ok?" Mirajane told Natsu as she smiled at him and hovered her sex clothed in her panties above Natsu's erection. Mirajane then moved her panties to the side of her sex and slowly brought herself down onto Natsu's large erection.

"Yea-." Natsu muttered quickly as he felt Mirajane's warm sex wrap around his erection and begin to squeeze him until his erection hit a small barrier.

"Need some help?" Erza asked as she demonically grinned at Mirajane and hugged her from behind her. While Mirajane was slowly letting Natsu's erection enter her, Erza had gotten up and walked up behind Mirajane.

"No... do-!" Mirajane yelled, but her yell became a scream as she suddenly stopped and became silent.

'What's... going on? It feels so good, but Mira's bleeding!' Natsu thought to himself as he looked down and saw two drips of blood run down his shaft.

"Natsu... don't worry." Mirajane said aloud as she saw Natsu looking at the blood. "Mm..." Mirajane begun to moan aloud as she finally got over the pain and began to bounce up and down on Natsu's erection.

"Mira..." Natsu moaned aloud over the pleasure and felt Mirajane's sex envelope his erection over and over as it brought even more pleasure to him.

"**Requip****: Seduction Armor!**" Erza yelled. "Let's begin." Erza giggled. Erza's Seduction Armor was her most revealing armor; it's more like an extremely daring maid outfit than armor. It was composed of a long white apron, that was tied behind Erza's neck and back as it wraps over her bare large breasts. It is also paired with a pair of dark panties and long stocking that reach up toher thigh. Her armor had no shoes but did have a white maid hat. Lastly it has a sword which says "come on boy" on it.

"You..." Mirajane moaned aloud. "Wouldn't..." Mirajane continued to moan.

"Yes... I would, we have no rule saying we can't help." Erza giggled as she readied her golden sword.

Mirajane's eyes opened wider in shock at what she felt, her sex wasn't just being stuffed by Natsu erection which was being thrust in and out of her, but now she was feeling a smooth cold sheath near her butt. "Don't!" Mirajane screamed in pleasure as she whipped her hair away from her face before she felt the cold sheath push into her ass, surprisingly it went in easy.

"Ooh... good. My spit's sure making it easy, huh?" Erza giggled as she began to thrust her sheathed sword in and out of Mirajane's ass.

"I... can't." Mirajane mumbled. "This can't be happening..." Mirajane moaned aloud.

"So... I've been thinking. We both can last to three cums... but why don't we add, whoever cums fastest loses?" Erza suddenly announced as she watched Mirajane get to her very edge.

"Heh... I might..." Mirajane moaned. "Be in hell... with this please... but." Mirajane kept moaning in pleasure. "I agree, whoever cums three times loses!" Mirajane yelled and let the blistering bliss of pleasure consume her. "I'm cumminggggg!" Mirajane shrieked and fell back onto the bed with a small thud as she let Natsu's erection and Erza's sword leave her.

"Natsu?" Erza said aloud as she watched Natsu suddenly scramble and get up. "Oh..." Erza now understood as she felt Natsu almost tackle her down onto the bed and basically rip her black panties off.

"Sorry, I don't know why. But my body wants more!" Natsu yelled as he pushed straight into Erza's soaking wet sex.

"Natsu... slow down, please!" Erza yelled as he grabbed Natsu's chest to stop him from moving. "Just let me get used to you please..." Erza mumbled as she felt a drip of blood fall out of her.

"**Take Over: Satan Soul!**" Mirajane yelled. Mirajane started using her magic as black lines appeared around her body and two black wings popped out of her back. Mirajane's white snowy hair began to straighten upwards and a smooth, thick, black scaled tail appeared from her back. But Mirajane somehow had already taken off her clothes and was ready as she demonically smiled.

"I do believe you've forgotten who I am..." Mirajane whispered in Erza's ear as she walked up behind her and got onto the bed. She quickly got behind Erza and began to rub her tail against Erza's sensitive hole.

"Oh... trust me..." Erza moaned as she began to feel a tail under her start to move and thrust into her. "I remember... I can handle it much better than you." Erza said aloud as she arched her back and felt Mirajane's thick black tail rub against her sex and become wet.

"Ehh... that's... big." Erza muttered quickly as she felt her ass stretch open and Mirajane's tail push into her tight hole.

"Oh fuck!" Erza screamed aloud as she felt Natsu's erection thrust deep into her and quickly out of her. At the same time she felt each bump on Mirajane's tail as she used her strength to pull it out of her and push it back into her. At the same Mirajane was hugging Erza from behind and groping Erza's breasts.

"This... yeah... feels nice..." Mirajane moaned aloud. As Mirajane's tail penetrated Erza Natsu's cum was still dripping out of her.

Erza screamed aloud again as she attempted to hold herself back and keep herself from cumming. "Can we... get into a better position?" Natsu asked as he continued to grunt from Erza's warm sex wrapping around his erection and making it wet with her juices.

"Mmmm... if you want sure." Mirajane replied as she let go of Erza and pushed her tail into Erza's ass even deeper.

"No!" Erza screamed aloud in a shaky voice as she felt Natsu's erection leave her sex and she felt her body weight rise up with herself. Mirajane's black tail was holding Erza up above the bed while Natsu moved.

"Sheesh... that tail is crazy strong..." Natsu muttered as he watched Erza get easily picked up by Mirajane's tail, it only held her in the air by holding her ass.

"Of course... though I do agree." Mirajane began to giggle. "I knew I could lift and whack people with it, but I never knew I could hold someone up in the air by just their ass." Mirajane laughed as she watched Natsu got onto his knees and motioned to bring Erza back down.

"Don't... please..." Erza moaned as she saw the position that Mirajane was putting her in. Erza was lying flat with her back to the bed as Natsu placed himself between Erza's legs. Both of these were now resting on his shoulders while Mirajane sat next to Natsu on the bed.

Natsu quickly began to grunt as he pushed his erection into Erza's soaking sex once again as Mirajane moved her tail so she could still fuck Erza's ass with it. As Mirajane began working on Erza she wrapped her arms around Natsu's neck and pulled him into a kiss. She quickly pushed her tongue into Natsu's mouth and played with his tongue.

"No... Stop... oh god..." Erza muttered aloud. From Natsu's erection pumping in and out of her and Mirajane's thick tail, she was having trouble resisting cumming.

"Mm..." Mirajane moaned as well as she felt her tongue being twirled around with Natsu's and felt his fingers explore her sex. Every few seconds she would jump with a bit of shock from Natsu's fingers warming her sex even more.

"Stop... no... I'm gonna... I'm cummmmmming!" Erza shrieked loudly as she arched her back up and tried to stop herself from shaking.

"Erza..." Natsu muttered quickly between kissing Mirajane as he suddenly felt Erza's sex tighten around his erection and squeeze it.

"Don't cum... your cum is mine." Mirajane commanded Natsu as she smiled at him.

"I can't..." Natsu replied as he leaned his head against Mirajane's large breasts and sprayed Erza's insides white with his cum.

"Hey! That was my cum!" Mirajane yelled at Erza.

"Oh boohoo... you got Natsu's first cum." Erza mumbled as she smiled and looked up at the white ceiling.

"**Take Over: Satan Soul: Halphas**..." Mirajane mumbled to herself as she began her second transformation. Blue Fairy Wings took over her black demon wings, her black tail turned blue, and two brown horns came out of her head as her hair turned back to normal. Mirajane's blue and black striped body suit and claws were missing from the take over as she moved over in front of Natsu.

"I wonder what this transformation does to me..." Mirajane mumbled as she smiled at Natsu and straddled him, sadly though Natsu's erection hadn't returned. "Hey Natsu... if I'd get you a snack... would you fuck me hard?" Mirajane asked as she showed Natsu her hand that held a blue and white flame swirling around.

"Foooood!" Natsu yelled as he sucked in the flame from Mirajane's hand and felt his power restore.

"Oh... yes!" Mirajane mumbled in pleasure as she felt a very hard feature rub against her sopping wet sex. Just by looking into Natsu's black eyes she saw the flame light up and only had to wait till the pounding began.

"Yes! Faster!" Mirajane began to moan and scream loudly as she felt Natsu's erection thrust straight into her as he pounded her. From everywhere in the room the sound of skin slapping skin was able to be heard.

"Resistance?" Erza mumbled to herself as she watched Natsu thrust and pound into her. Just by hearing Mirajane she could tell that it wasn't affecting her much, she could take a beating in that form. "Well... if she can. Let's test it..." Erza muttered as she prepared herself. When she got up to change her armor, she felt Natsu's white cum drip out of her abused sex.

"**Requip: Robe of Yūen****!**" Erza yelled aloud as her magic began. A purple kimono wrapped around her, with pink stockings around her legs, and white bands around her wrists. "Mira... I wonder how much you can resist." Erza asked aloud as she crawled over to where Natsu was bouncing Mirajane up and down on his erection, Mirajane's breast were bouncing wildly up and down as well.

"W... what?" Mirajane mumbled in pleasure. Natsu was filling her sex completely as he used his strength and stamina to pound deeply into her.

"I wonder..." Erza started to say as she grabbed two pieces of her kimono and tied them around Mirajane's breasts. "How much can you resist?!" Erza finished as she grabbed the clothes and watched as they pulled on Mirajane's breasts as it squeezed her pink nipples.

"YES!" Mirajane yelled and surprised Erza. Mirajane was enjoying her breasts being pulled by Erza's elastic fabric of her armor. "Come on... fuck me harder!" Mirajane giggled as she wanted more pleasure.

'She's gone crazy...' Erza thought to herself as he watched Mirajane, her Satan Soul: Halphas had made her almost crazy in pleasure.

"Fuck me... fuck my slutty pussy hard and make me your bitch, Natsu!" Mirajane screamed as the pleasure pulsed through her body as she couldn't care for anything any longer, she just loved what Natsu's was doing to her as his erection pumped in and out of her.

"You want more, fine." Erza smirked as she untied her purple clothes from Mirajane's breasts and crawled around her. Erza crawled and got on top of Natsu like Mirajane and began to wrap her purple elastic clothes again around Mirajane's breasts while she covered her sex inches away from Natsu's face.

"Yessss! Tighter, squeeze them! I'm a bad girl, punish me!" Mirajane yelled as she rocked herself harder onto Natsu's erection and loved the feeling of Erza pulling on her breasts with her strength.

"I'm sensitive... but you can go ahead..." Erza mumbled quietly to Natsu as she watched Natsu's left hand leave Mirajane's hip and felt it brush against her ass. As soon as she gave the ok sign she felt Natsu's finger push deep into her.

"Mm..." Erza began to moan to herself as she looked Erza dead on into her baby blue eyes.

"Mm..." Mirajane agreed and leaned in as she captured Erza's warm lips with her own and began to make out. "Mm..." Mirajane cried out in pleasure as she felt Natsu get a bit faster at pumping into her and swirled her tongue around Erza's.

"Fuck... I'm not gonna last." Natsu muttered as he took his tongue away from Erza's ass, he had started to push his tongue into her once he saw that her juices were there from Mirajane exciting her so much.

"Then don't... fill this slut's hole up." Erza commanded as she looked at Mirajane again and smiled.

"Fuck... fuck... yeah... fill me up and get me pregnant!" Mirajane yelled loudly as she pushed Natsu's erection as deep into her as she could and felt the stirring in her. Shortly after she felt a small bit of warmth spread out inside of her sex.

"Mira... cumming..." Natsu whispered to himself as he halted his thrusting and filled Mirajane's sex as much as he could before his white seed began to flow out of her.

"You gonna cum to?" Erza asked Mirajane with a smile.

"Noo... you're cumming next!" Mirajane yelled as she grabbed Erza by her sex and drove her fingers into her core. "Oh fuck!" Mirajane yelled as Erza copied her.

"Fuck... Fuck... Fuck!" Erza moaned aloud with Mirajane as they started to make the other to cum faster. Both were already at one cum each.

"Fuuuccck!" Mirajane moaned loudly as she tightened her sex around Erza's penetrating fingers and moved her head down to suck on Erza's large breasts. Mirajane quickly began to cum.

"Not fair..." Erza mumbled as she arched her back and felt Natsu's tongue playing with her ass, Mirajane's fingers in her core, and Mirajane sucking on her nipple. The pleasure from all three was too much and she let herself go as she came straight onto Natsu's face.

"Two to two..." Mirajane mumbled as she leaned against Erza as her take over glowed white and disappeared. Erza copied the same thing as her armor disappeared and left her naked. Both girlswere now holding each other up from collapsing. They were still both straddling the poor worn out dragon slayer under them.

"Whoever... cums next. Loses." Erza mumbled between deep breaths; her breaths were harsh and her heart was racing like a leopard.

"So... we both need to pick a transformation that can hold on." Mirajane replied with a slight smile; she was beyond tired.

"Yeah... so your take-overs change how you act, feel, and last. Mine are utilities that give me more dominance and add more pleasure. We're somehow equal." Erza informed Mirajane.

"Yeah... it seems that's what our magic does to us." Mirajane laughed as she sighed. "Natsu..." Mirajane began to moan as she felt a hand randomly grip her right breast and squeeze it.

"This game... is really fun; can we do more of this game?" Natsu asked with a smile on his face as he looked at both girls. Without realizing it they had already moved up to him and now Natsu's face was right between their soaking wet sexs.

"Yeah... after this, just ask and you can fuck me where ever you want." Mirajane replied to Natsu with her bright smile. She never wanted to go back to just playing with herself, she loved the feeling she got with Natsu.

"Ready?" Erza asked and looked at Mirajane. She swiped her red rose hair to the side and prepared herself for the final round.

"Of course..." Mirajane giggled; she had a plan and was ready.

"**Requip****: Flame Empress Armor!**" Erza yelled as her red hair became pony tails. Around her thighs, feet, arms, and hand glowed red as red armor appeared around it and two tiny red wings appeared on her back. Her main body armor that covered her body was missing as it left her breasts and sex exposed so Natsu could fuck her.

"Oh good... you're using that armor." Mirajane giggled. "**Satan Soul: ****Sitri****!**" Mirajane screamed as a white jacket appeared around her body, two golden horns popped out from her head, and herarms with her legs had blue and white armor parts around it. Like Erza her large breasts and wet sex were exposed.

"Mmmm!" Natsu moaned as he opened his mouth and devoured the flames around Mirajane, luckily the flames wasn't burning the bed.

"So both of us thought using something fire related would help us, I'm impressed." Erza observed as she looked at Mirajane.

"Of course, it's Natsu we're speaking of. He is a fire dragon slayer." Mirajane giggled as she replied to her.

"Natsu?" Mirajane questioned aloud as she felt Natsu's warm hand grip her waist and start to move her.

"Getting in a good spot..." Natsu replied with a small smile. His snack had gotten him pumped up and his erection was standing tall once again.

"Turn around and get on your hands and knees." Natsu ordered with a smile.

"Alright... but make sure you fuck us hard." Mirajane giggled as she looked at Erza and they both turned around and got onto their hands and knees. Now both of their asses we're at the edge of the bed. Of course both Mirajane and Erza quickly understood what position they were about to do as they got onto their hands and knees.

"Let's see... what our magic does now..." Erza whispered as he felt something hard rub past her sex and send a pulse of pleasure through her body.

"Oh... come on, please let this take over help me." Mirajane mumbled as she felt something brush up against her sex. All she had to do is wait a second before she felt her sex open wide and get spread wide by something large.

"Oh..." Erza moaned loudly in surprise as she didn't just feel something enter her sex, but her ass as well. Erza looked behind her and saw Natsu's hand at her sex as he pushed his fingers in and out of her.

"Yes...!" Mirajane moaned loudly as she felt each thrust Natsu did into her, as Natsu thrust into her he would push all the way into her and quickly make his way out. Mirajane's large breastswere rocking back and forth with each of Natsu's thrusts and she had to grab the sheets as she gripped them.

"Oh god..." Erza muttered. Natsu was now fully pushing his fingers in and out of her ass as he pounded harder on her, her breasts were also swinging back and forth as Natsu fucked both women.

"Erza..." Mirajane quickly mumbled in pleasure as she looked at her. As soon as she saw Erza looking at her she moved her head and body to the side and connected her lips with Erza's.

"Alright... now that's hot." Natsu muttered as he pulled out Mirajane fully and moved himself so he was now behind Erza. Natsu quickly grabbed his erection and slowly teased Erza's wet soaking sex.

"Mm... mm! MM!" Erza moaned as she kissed Mirajane, both of their tongues were twisting and playing with one another.

"Mmmm..." Erza moaned aloud again as she felt her sex widen and Natsu's large erection push into her easily with Mirajane's juices.

As Natsu began to penetrate Erza from behind; Natsu thrust the fingers of his right hand into Mirajane's sex and ass. Once his fingers were inside of her he began to warm his fingers up.

"Oh... my!" Mirajane suddenly screamed and moaned as she rested her head against the bed and gripped the comforter under her tightly. Natsu's warm fingers penetrating her pushed her yetanother step closer and she began to feel the desire to cum.

"Oh yes. Yes! YES!" Erza screamed between each of Natsu's thrusts, each thrust he sent Erza's breast bouncing back and forth and made a slapping sound.

"Fuck..." Natsu grunted as he continued to fuck Erza and a Mirajane.

'Shit... this armor had the opposite effect; I'm even more sensitive to Natsu!' Erza thought to herself between moans. Erza quickly looked over to Mirajane and saw her face, she was also cracking.

"I can't..." Mirajane moaned aloud. "I can't..." Mirajane cried as she took her left hand and placed it on her ass. She tried to grab Natsu's hand and slow him down; she was going to win this battle.

"Come on Mira... just cum! I want to cum!" Erza cried as she arched her back and looked up, Natsu's erection that was inside of her was now switching and she knew that Natsu and Mirajane weren't going to last another few minutes.

"Erza... Mira..." Natsu grunted loudly between thrusts into each girl.

"Yeah?" Erza moaned back.

"Mm..." Mirajane replied with a moan.

"Cum..." Natsu whispered. "CUM!" Natsu yelled as he took a deep breath and screamed. Natsu pushed his erection deep into Erza's sex and buried his fingers as deep into Mirajane as he could.

"Oh god!" Erza screamed and began to tighten around Natsu.

"YES!" Mirajane screamed and released herself as she began her own orgasm. She was beyond waiting now.

Both girls sex tightened around Natsu's erection and fingers as both women began to cum at the same time.

"Of fuck!" Natsu grunted as he pulled himself out of Erza and quickly got on his knees on top of the bed. As both Erza and Mirajane attempted to calm down from their orgasm, they opened their mouth and got themselves adjusted in the middle.

Natsu was on his knees while rubbing his erection as fast as he could. He was pointing his tip at both Erza's and Mirajane's open mouth as they moved to line up in front of him.

"Come on Natsu, cum for me." Mirajane seductively moaned aloud in front of Natsu.

"Come on... you know you want to spray your hot white baby making cum all over me." Erza moaned as she took deep breaths and opened her mouth like Mirajane.

"Oh god... I'm cumming." Natsu grunted as he rubbed his erection one last time and began to cum all over Mirajane's and Erza face. Natsu's cum quickly rolled down their faces and dripped across their breasts as they sealed Natsu's cum. Both girls right away started to clean each up and lick Natsu's cum off of each other.

"I'm done..." Natsu sighed and turned around as he lay back onto the bed. Natsu closed his eyes and was out before the girls could even say something.

"We really wore him out..." Erza giggled. She was tired, worn out, and her sex was abused heavily. She was already agreeing with Natsu as she climbed up onto the bed and curled up next to him to fall asleep. Erza rested her tired head on Natsu's chest and used it as a nice pillow.

"I agree... even though we tied, it was quite nice." Mirajane giggled as she agreed with Erza and climbed on the pink bed with Erza and Natsu. She snuggled into the side of him and rested her head on Natsu's chest with Erza.

"I think... this is something we are going to need to do more often..." Erza announced as she looked into Mirajane's blue eyes. Both were calming down and getting ready to fall asleep.

"Yeah... I can agree with that... though I think we might be done with challenges." Mirajane giggled and she replied to Erza.

"And why's that?" Erza asked.

"Because I think we went a bit further than we should've for this challenge, also... I don't think either of us are on birth control." Mirajane giggled as she told Erza.

"Yeah... you know... we should have a new challenge to see who gets pregnant first." Erza giggled as she offered a new idea to Mirajane.

"Hm... the idea sounds nice, we'll talk more tomorrow..." Mirajane yawned as she smiled at her and snuggled into Natsu as she closed her eyes.

"I agree... let's get some sleep." Erza yawned and closed her eyes as well.

In seconds the house that was once echoing with pleasure filled screams was now silent, now a new relationship has begun.

Natsu is one damn lucky guy...

* * *

Holy... Kinky?

Yup, longest lemon I've ever written, as well as the kinkiest.

So... you enjoy it? :D

Thanks if you did and also thank a guy named "Natsu is Awesome."

About a month ago he sent me the idea and since then I've wanted to write it, just been busy with Tenrou and Magic...

Also with this... I get to announce the revival of Its Time... YUP my harem story is going to return!

I'm writing a chapter of Its Time next then Tenrou... :D

Thank for reading and cya later!

-ValinNight


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